Rwby: Born of Darkness
by To-Much-Time-On-My-Hands
Summary: Azure is different from others, he was raised by Grimm! He gets sucked in with the other characters of RWBY as he gets dragged into this insane twisted world that he has been outside of all this time. Read on as he learns about the others that live in this world, and how to be human despite his Grimm heritage.
1. Chapter 1

**A.N. Hi all! I am going to try out this idea for a story that I had. I don't know where it'll go yet, but I thought I might as well put it out there. I am kind of making assumptions on what materials they can use. This is a pilot episode almost. I don't care if it just crashes, if no one likes it. If even ten people think it's worth pursuing, then I'll go for it. Italics means it's their thoughts. Anyway, read and review.**

* * *

A figure raced through the forest, beowolves following close behind. The figure huffed as he leaped up into a tree and hid. Howling beowolves soon came to the tree and the stopped. They sniffed the air, and all turned to different trees. They sunk their claws into the trunks and began to climb. The figure began to climb higher to show his auburn hair. His eyes were a deep blue and his face had had a light tan to it. The nose was broken, but had been set correctly. No scars crossed his face, but anyone could see he had seen battle even though he looked to be around seventeen. In truth, he was a bit younger. His upper body was muscular, but was not overly so. He was barechested and barefoot, but had a pair of ripped and torn cargo shorts on. He crouched taking in the sounds of the forest and quickly distinguished the sounds of the beowolves. He gave a feral grin and leaped straight up, executing a front flip and landing down on the ground again almost without any sound at all. Suddenly yelps pierced the air as the beowolves fell out of the trees, all bound by ropes on their ankles. They whimpered and snarled at the figure as he pulled out a small, crude stone knife. He grasped the ropes and began to cut them off the nearest beowolf. The creature landed and sat, waiting for the figure to finish cutting the ropes of its companions.

Once all the beowolves had been freed they gave a few barks and ran off. The figure smirked and walked over to a large boulder that was nearby. He crouched next to the boulder's shadow and reached down with his right hand, while keeping the other braced against the boulder. He pulled out a black backpack and held it over the shadow as liquid darkness slid off back into the shadow. His arm was now completely black and had hard white plates that covered his forearm. The white began to sink into his skin while the black coloration began to smoke as it came into the sunlight. Soon, his skin was the same color as before and the armor plating was gone. He pulled out a pair of baggy jeans, a black belt, and a dark red exercise shirt. He quickly pulled the shirt over his head and changed the shorts for jeans. He pulled out a pair of black socks and dark black shoes that had dark red flame patterns on the sides. He finally pulled out a black, zip up hoodie that had a symbol of a shield and a pair of swords crossed over it in red on his back. He stretched and heard a few joints crack. He began to walk towards the the nearby city. It was by that academy Beacon. It wasn't anything special, but he needed to build his weapon. It was troublesome to be using his fists all the time. People thought that Grimm didn't fight each other, but they were wrong. Humans and Faunists just were the best target that almost always stopped all fights. The figure checked and made sure he had his scroll that he had purchased a few weeks ago as well as his wallet. He checked and made sure that everything was in it. All was as it should be. He began to walk towards the city and used his scroll to pull up his design for his weapon. It was comprised of many small particles that were able to interlock and form anything that he wanted. This was the final revision and it should work perfectly. The only problem was cost, and he had finally scavenged enough off of grimm kills to pay for all of it.

He walked into the city and quickly looked for a place to forge his weapon. Best to not talk to anyone, especially because his english wasn't too good. He needed to hear it more to know how to speak. He found a small shop in the back of and alley and walked in.

"Hello," the cashier said nervously at the sight of the darkly dressed teen. "How can I help you?"

The teen looked around and leaned over the counter. "Could I forge myself a weapon here?" He asked.

"What's your name?" The cashier asked. "I don't recognise you as one of the craftsmen who use our forge."

"My name is Azure," the teen said. "Now can I use the forge?" He looked at the cashier and the man began to sweat.

"Sure," he said nervously. "Just use your own materials."

"Could I purchase some here?" Azure asked, still looking at the man. Suddenly his hand shot out and grabbed the man's wrist. "Don't even think about calling the police. They have much better things to do besides go after red herrings. I'm not here to rob you. I want to use the forge."

The man gulped and clasped his other hand around his mouth to block his involuntary scream. He pulled away his hand and nodded to Azure. "Depends on what you use. But we don't sell dust."

"That's fine, I brought my own." Azure said as he carefully removed his hand from the cashier's wrist. He pulled out his scroll. "Do you have the proper equipment to make this?"

The cashier shook his head. "I don't know how to make the weapons, I just sell them."

"Fine, I will just see then," Azure said as he began to walk in the direction of the forge. He placed his bag on the ground by the work station and pulled out a piece of solid gold as well as a few rare gems. "Will this suffice for carbon fiber, copper wiring, and small computer chips?"

The cashier looked on with awe. "Buddy, with that much, you could build your own store."

* * *

Azure walked out into the night, his backpack slung over his shoulder and a small box in each of his front pockets. They were sewn in and took up little space. Azure walked down towards the dust shop to look for some dust for his new weapon. He spotted a small shop.

"From Dust to Dawn," he mused. "Oh well as good as any." He walked into the shop and saw some beautifully cut dust crystals as well as some dust. He walked in and looked for the shopkeeper. He saw him finally at the back and walked over. "Do you have any dust crystals that are volatile?" he asked. The shopkeeper shook his head. He was an old man, bald on top and with gray hair around his head. "Do you have any impure crystals?" The man pointed towards the back and Azure began his search. He finally found a pair of crystals. A deep red one with a deep blue pocket and a yellow one with green streaks. He grasped the two and pushed them into each other. They began to merge as he pressed the two together. They began to swirl and the colors mixed into a dark black crystal. Azure pulled out the two boxes and placed the ends of the crystal in two holes in the top. The crystal began to crack and finally crumbled to dust and was sucked into the black boxes that he put back into his pockets.

He heard a crash and turned to see a girl in a red hood spinning her scythe, smashing aside men in suits. She was around fifteen and was well accomplished with her weapon. Azure heard a click and turned to see a man with a gun pointing it towards his face. Shots rang out as the bullets caught him in the face repeatedly, as his aura broke down. Finally, his aura was depleted by the rapid fire and he was caught in the head with a bullet. He dropped to the ground and the goon smirked with satisfaction. Azure shakily stood up and reached up with his hand to pull out the bullet. A plate of bone was cracked over where the bullet hit. The cracks began to dissolve as the plate of bone shrank back into his face.

"That won't do anything for you," Azure snarled. Black dust shot out of his pockets and formed a cloud around him. The goon opened fire again and some of the dust formed into a round shield that Azure pulled in front of himself. The bullets hit the shield and stuck. Finally the gun ran out of ammo and Azure smirked. The dust around him shifted and formed a broadsword. Azure picked it up and swung it around. He pointed the shield in the direction of the goon and the bullets shot out, directly into the goon. The man's aura was shredded after a majority of the rounds. Then a few found their way to flesh. Bullets sank into his arms and legs and one round lodged in his shoulder. The man screamed at the sudden assault and Azure turned to the fight outside. A man in a bowler hat and with a cane was directing the goons and Azure quickly launched a blast of the dust that used to be his shield. It hit the man in the back and he turned towards Azure. Azure began to walk out calmly. The cloud of black dust spiraled into a scythe almost exactly like the girl in the red hood's, but completely black. Azure leaned it against his shoulder and looked at the man.

"Hair covering an eye, slight impairment of vision. Smokes a cigar, likely to have repercussions from that later." Azure raised an eyebrow. "Weapon of choice, the cane that has a folding scope that launches concussion blasts towards the target."

"Well, someone has done their research!" The man scoffed. "I have never met you before, but you intrigue me," He raised his cane towards ruby who grasped her scythe. "Unfortunately, this is where I leave you." He fired a shot towards the girl and she pulled the trigger on her scythe, launching her into the air. The man immediately turned the cane towards the shopkeeper and fired again. Azure dove in front and formed a large black shield that protected the two from the blast.

"Here," Azure said, pulling out a small bar of gold. "To pay for your shop," he then saw the man climbing up the ladder.

"You okay if I go after him?" Ruby asked. The shopkeeper nodded and the girl began to run, going up the side of the building like it was nothing. Azure glanced at the shopkeeper and flipped him another gold coin. He needed to get these sold so that he could actually use normal money while he was there. The scythe dissolved and he launched himself up the building using the dust to form a pillar that pushed him up. As he reached the top, he saw the man climb into a flying craft and toss a crystal of dust. His instincts told him to duck and he did. As an explosion rang out. Azure saw a middle aged woman with blonde hair standing in front of the girl. A shimmering purple glyph was formed in front.

As the woman took the offensive. Azure saw a woman take the place of the man. Her head was shadowed, but he saw a glowing orange eye, and her dress began to glow as fire and explosions covered the scene. He ran up and joined the fray. "Strong, and intelligent. Attacks from multiple angles and is providing cover fire. Uses dust manipulation, not her semblance at this point," he said while watching her. More of his black dust streamed out and formed a pitch black bazooka. He launched the rocket, and watched as the woman blasted it out of the air. The blonde woman began to use debris to attack the airship and Azure noticed many details.

 _Sharply dressed, uses glyphs as her semblance. Has suffered a loss and never recovered. Now is very strict and does not take any nonsense. Her I.D. in her pocket says G. Goodwitch as well as states that she is part of Beacon Academy faculty. Only Goodwitch known to work at Beacon is Glynda Goodwitch. Safe to assume that she is a huntress, and a teacher. Don't get on her bad side._

Azure pulled the dust back into a gigantic spike and launched it at the airship. Again it was destroyed and Azure was forced to pull it back to protect against another wave of explosions. Glynda launched debris towards the ship and the woman sent out a wave of fire that burned the debris to dust. They flew away and Glynda turned to the girl and Azure.

"You're a huntress?!" The girl squealed. "Can I have your autograph?"

* * *

The two found themselves in an interrogation room, with their weapons taken away from them, at least that's what the guards thought. The black scythe had disintegrated and the dust had came in under the door and back into Azure's pocket. The last bits of the dust had finally pulled itself back into his pocket as the door opened. Glynda Goodwitch walked in with a scroll in hand. She began to reprimand the two of them. "If it were up to me, you'd be sent home," she paused and her glare softened as she looked at Ruby. "With a pat on the back," and then the riding crop came down, just short of the Girl's hands and she jumped. Azure rolled his eyes at her antics as he leaned against the wall.

"Just what did we do? I thought it would be praised to help stop a criminal," Azure drawled.

"Unfortunately, Ms. Rose is very young and so I have to reprimand her. You however, are not in any databanks as to who you are, any family, semblance, or schooling for that matter. However, someone wants to talk to you," She stepped aside as a man with brown eyes and grey, rather unkempt hair walked in. He had a mug of coffee judging by the smell, and a plate of cookies. He set the plate down and gestured for the girl to have a cookie. Azure watched him warily.

 _Older, but no less efficient in combat. Knows his trade. Unknown semblance. Judging by his demeanor, he is rather laid back and easygoing. However, his eyes tell a different story. Calculating. Searching for answers, but is subtle. It would be better not to make an enemy from this guy._ Azure said in his personal monologue in his head. He noticed the girl was rapidly eating all the cookies and wondered if that was how she was so energetic.

"Ruby Rose," he said simply. "What is a little adorable girl such as yourself doing fighting with such a dangerous weapon?" He asked. Azure looked at the girl, Ruby wondered why it would be disagreeable to be able to protect yourself. She was small, but her speed suggested that she had the semblance of speed. It would make it almost impossible to hit her if she was using it.

"Do you know who I am?" The man Asked.

"You're professor Ozpin. The headmaster of Beacon academy," Ruby stated calmly. He leaned back impressed. Azure was on guard immediately, this man could have seen him in the forest at some point. Ozpin had yet to acknowledge him, but that was fine with him.

"And you. What's your name?" The man asked. Azure cursed mentally at tempting fate.

"Azure," he stated. He crossed his arms and kept his eyes on the two adults in the room.

"What's your surname?" Ozpin asked patiently. Azure froze. He had no real surname, and thought quickly for a reasonable surname or excuse.

"I'd prefer not to say," he said stalling for time. "Most people don't like the implications about it." Ozpin continued to look at him and Azure sighed. He was hit with inspiration and gave his false name. "My surname is Grimborne," He answered hoping it would be the end of it.

"That is a name that others would be uncomfortable with hearing," Ozpin agreed. "Still, I would hope that maybe you would be willing to tell me how you got your weapon and where you learned to fight."

Azure's suspicion spiked at this question. They were fishing for info and Azure couldn't think of a good lie that they wouldn't be able to check. "I learned from my family. My weapon is my own design. I call it contortion gale. You won't find another like it in existence."

Ozpin nodded, satisfied. "Well, I believe that you two would make a great hunter and huntress. I would like to invite you to come to Beacon to learn there."

Azure could see Ruby's eyes widen and found himself trapped. Anyone who got this chance would immediately take it. It would put him under suspicion if he refused. He mentally kicked himself at his stupidity. "Fine, I'll come," Azure agreed. Ruby obviously would be joining. This would be troublesome. Especially with his semblance. He would always be under the critical eye. How long till someone tried to kill him.


	2. Chapter 2

**A.N. Hi all. I am sorry if the chapter was a little short. I am planning on making Azure change over the course of the story. I also am trying to figure out what to call his semblance. You'll see what I mean as the story goes on. Also, I wasn't sure how old Velvet actually is, so I am putting her as one of the newcomers on the ship. Anyway, read and review.**

Azure found himself on an airship with several other teenagers. Several were in groups and all of them were older than him. He looked around. Many of them had weapons that he could see. The ones that didn't have weapons that he could see, scared him. They were either arrogant, stupid, or very strong. He looked into the programing on his contortion gale. The problem was that he needed to actively focus on the changes. What he needed was some preset weapons systems. He delved into the programing, creating specialised weapons modes. It would be faster, but would also take off some of the malleability. That would need to be it's base function. He quickly added that as a preset as well as a voice recognition that would allow for better change time. He delved into his work again to increase the functionality of the weapon. This could take a while.

* * *

Ruby was on the aircraft as well and was extremely nervous. She was two years younger than all the others, and she didn't know anyone. She paced as she thought. Suddenly she was grabbed on the shoulder and she jumped.

"Yang!" Ruby scolded. "Even though you're my sister, you shouldn't do that!" She was suddenly engulfed in a hug by her sister. Yang was a taller blonde, around seventeen. She had Violet cheerful eyes, and had two golden gauntlets on her arms. She relinquished her hold on Ruby and began to compliment her on getting ahead of everyone. Ruby turned and saw Azure looking at his scroll and typing. "Hey I know that guy!" Ruby exclaimed.

"Which one?" Yang asked.

"That one!" Ruby said pointing. When Yang still didn't see who it was, Ruby sighed. "The one with auburn hair. Blue eyes. On his scroll. He helped me stop that robbery. And got arrested with me."

Yang saw who Ruby was pointing at and her eyes widened. "That guy?" She glanced at Ruby. "He's kinda cute!" She looked back over to see Azure looking at them.

"You guys know I can hear you right?" Azure asked with raised eyebrows. Yang gave a slight blush and Ruby burned red with embarrassment.

* * *

Azure went back to typing until the news turned on. He saw the picture of Roman Torchwick and clenched his hands. He began to mutter under his breath. Ruby and Yang walked over to him and he glanced at them before shutting his scroll. He had gotten used to it pretty quickly, especially because he had been always out in the wild.

"So what's your name?" Yang asked. "And how old are you. I've never seen you before."

"I'm Azure, I'm sixteen and I wasn't taught at one of the other academies."

"Oh," Yang frowned. "Where's your weapon?" She looked around for it.

"Yeah, I remember that was a cool weapon!" Ruby exclaimed. "It was so weird! I could change shapes and you used it like an extension of your own body!"

Azure smirked. "You like weapons, don't you?" Ruby nodded. "I can tell," he said. He concentrated, and again, some black dust streamed out of his pockets and formed into a small ball in his hands. He focused on the ball and began to shift it into a miniature form of Ruby with her scythe. It looked just like her, but completely black. The sisters stared in amazement as the miniature began to execute scythe moves perfectly, and exactly how Ruby would.

"Okay, that was awesome!" Yang said. "But what kind of weapon is that?" More dust streamed out of the pocket and attached to the miniature and as the shape disapeared it began to form a gauntlet, that looked just like Yang's but black. Then blue light began to form into the exact same patterns that were on Yang's gauntlet onto his. Yang was impressed at this and Ruby's eyes were as big as they could get. The gauntlet dissolved back into dust and streamed back into his pocket.

Then a hologram of Glynda Goodwitch flashed in as she began her pre recorded speech. Azure looked around and saw many different people. There weren't any who stood out. Suddenly he felt something. He felt a small pressure in the front of his skull. It was almost like an itch, but was steadily growing more painful. As the pressure got stronger, he felt it in almost an arrow. He twisted his head and felt the pressure shift. He turned and felt it move to different parts of his head, but still from the same direction. He felt it getting stronger, and began to seek out the source of his pain. Ruby and Yang were left behind as he followed the sensation to a back corner where a larger youth had cornered a faunist with brown rabbit ears. The faunist had long brown hair and her eyes were shut tight as the other larger man whispered to her. He was tall and had a heavy mace. He had light brown hair that was carefully sculpted. He seemed to be threatening her and Azure moved closer. The young man's back was turned to Azure and he began to reach out with his semblance. He could feel his aura and began to place a trace on it.

"I believe that you are scaring her," Azure said. He finished with the trace which would tell if the teen would attack with his semblance. He noticed that the pressure in his head was changing. It was feeling cold, but now it was warming up. It felt like it was more focused on the teen in front of him.

"What's it to you?" The teen said with a sneer. "She's just a filthy faunist."

"Simply put, I don't like bullies," Azure said calmly. He focused on the dust in his pocket and readied for a confrontation if necessary.

"You little punk!" The teen snarled. "You better buzz off like the insect you are before I swat you!" He shoved the girl away and lifted Azure by his shirt. Azure looked on calmly and the teen felt a sharp poke at his neck. He turned his head carefully to see a black sharp spiked tendril touching his neck. He turned back to Azure and carefully put him back on the ground. He stalked off and Azure pulled back the tendril of dust. He turned to the faunist girl and saw her crying. The pressure from before had gone back from hot to cold and he began to realise that the heat was from the angry teen, while the cold was from this girl.

"Are you okay?" He asked her. She nodded and gradually stopped crying. She looked up and Azure saw her gray eyes. She shuddered and looked at him.

"Yeah," she whispered. "Thank you. I'm Velvet."

"Azure. You shouldn't let him treat you like that," Azure recommended. "You have got to be a fighter to get into this school."

She nodded. Azure stood up and began to walk towards the door only to get knocked aside by a tall scraggly boy with blonde hair who ran to a nearby trash can and began to vomit. Azure rolled his eyes and turned to see Ruby and Yang shouting about vomit getting on Yang's shoe.

* * *

"That's disgusting!" Ruby exclaimed while Azure calmly wiped the vomit off of Yang's shoe. As the ship landed they noticed the blonde haired kid still throwing up into a trash can. Ruby and Azure looked around in awe at the spires, buildings, and courtyards of the campus. Ruby started to fawn over different weapons, and Azure noticed a prim white haired girl walking with a few servants it tow.

"You should make some friends," Yang recommended to Ruby.

"But I don't need friends," Ruby countered. "Not when I have you." She said.

"Well you also have Azure! That's a friend!" Yang said with a small smile. "Oh! There are my friends! Got to go!" Yang took off so fast, Ruby was spun around till she was dizzy.

"Wait! Do we go to our dorms? Do we have dorms? I don't know what I'm doing." She fell backwards and knocked a few bright white cases down. Azure walked over to help her.

"What are you doing!?" Azure looked up to see the girl with white hair scowling at them. "Do you know how much damage you could have caused?" She snarled and snatched one of the cases from Ruby. "This is dust! Mined and purified in the Shnee quarry!" She opened the case and pulled out a bottle of red dust. "You could have blown us off the mountain!" She shouted as she shook the her hand in exasperation. Some dust flew out and clouded around Ruby. The girl was oblivious to this and kept talking while Ruby tryed to hold in a sneeze.

"Hey!" Azure said. "Knock it off!" He grabbed her wrist. "You shouldn't be shaking that, especially when it's partially opened genius." Ruby sneezed and an explosion covered Azure and the girl in soot. The bottle flew up into the air and rolled to a black boot.

"This is exactly what I'm talking about!" The girl began to screech. Azure looked at her more closely and saw her eyes were ice blue and for all of her bluster, she was much shorter than himself. She was even shorter than Ruby. She did have a rapier at her side however, and Azure could tell she knew how to use it.

"Look we're sorry princess, now shut up already!" Azure said quietly, as he was trying to keep from getting too angry.

"It's heiress actually," a voice said. The three turned and saw another teen with yellow eyes, raven black hair and a black bow on her head. She was taller than the other two girls but still a few inches shorter than Azure. "Weiss Shnee, heiress to her father's dust company, one of the most profitable in the world."

"Finally some recognition," the girl, Weiss said arrogantly.

"Also the most controversial," the black haired girl continued. "For it's controversial labor forces, and shady business partners." Azure snickered at the remark as Weiss indignantly replied with some snobby remark. Finally, unable to make a comeback, she stormed off.

"I'll make it up to you!" Ruby called out.

"Save it," Azure remarked. "She'll never be happy with it." Ruby turned to him and noticed that the veins in his neck were turning black. Azure closed his eyes and took deep breaths as the blackness drained away. They turned to see the black haired girl walking away. Ruby slumped sadly. Azure turned to his scroll to look for a map and was startled by Ruby flopping over onto the ground again.

"Welcome to Beacon," Ruby said to herself. Azure turned and helped her up. And saw the blonde boy from the ship walk over.

"Hey," he said. "You two okay?" he said.

"Yeah," Azure said, looking at the scrawny kid. Though he was almost as tall as Azure, he was definitely thin, and did not look the part of a fighter. "Aren't you the kid who threw up on the ship?"

* * *

"All I'm saying is that motion sickness is a bigger problem than people let on," the kid defended himself. Ruby laughed while Azure still looked for a map of the place. "Name's Jaune Arc. Short, sweet, rolls off the tongue, ladies love it!" Jaune boasted.

"Do they?" Azure said trying to hold in his laughter.

"They will!" Jaune defended. "At least I hope they will. I mean my mom always says that… nevermind."

"So I got this thing," Ruby said trying to start conversation. Her scythe popped out and planted in the ground as Jaune jumped back with a shout.

"Is that a scythe?" Jaune asked nervously.

"It's also a highly customisable, high velocity sniper rifle," Ruby explained.

"A what now?" Jaune asked.

"It's also a gun," Azure monotoned from the side. "What do you have?"

"I got this sword and shield," Jaune said. He pulled out a sword and the shield unfolded. "The shield can fold up so if I get tired of carrying it, I can put it away." He then began to fumble the shield as he lost hold of it. "What do you have?" He asked Azure.

"I can't pull it out right now, it's updating," Azure monotoned. "And wouldn't the shield still weigh the same?" Jaune blushed. "Finally!" Azure said. He showed the other two the map of the grounds he had pulled up. "We've been going the wrong way! C'mon!" He began to run in the opposite direction from where they had come from.

* * *

Azure and Ruby ran down to the building where they were supposed to be and stopped outside the doors. They turned and saw that Jaune was far behind them. They waited as Jaune caught up out of breath. He leaned over and panted. "How the heck are you two so fast!"

Ruby smiled apologetically. "I used my semblance."

"Same here," Azure said. Ruby looked at him in surprise. He turned to her. "What?" He began to stress out. _Crap, my semblance is definitely one of a kind, and is very noticeable, but hopefully she won't push it._ Thankfully she didn't.

"Ruby! Azure!" Yang called. "I saved you a spot!" The two quickly ran over and Yang turned to Ruby. "How was your first day?"

"You mean since you left me and I exploded!?" Ruby asked.

"Yikes, meltdown already?" Yang asked.

"No," Azure chimed in. "She literally exploded." He turned and saw some of the others that he had met before. The large teen from the ship dwarfed everyone with sheer size. He was over six feet tall! Ruby was busy retelling the incident to Yang and Azure saw a head of bright white hair behind her.

"Cripes," Azure muttered.

"YOU!" Weiss yelled.

"AH! It's happening again!" Ruby yelled and jumped at Azure who caught her. He set her down and she hid behind him. Azure rolled his eyes at her antics.

"You're lucky we didn't get blown off the side of the cliff!" Weiss yelled.

"Yeesh, you really exploded," Yang muttered.

"It was an accident!" Ruby claimed. Weiss pulled out a pamphlet and shoved it in her face. Weiss began to recite a lengthy monologue, and to Azure, it sounded like she was steadily speaking faster and higher pitched.

"You really want to make this up to me?" Weiss asked. Ruby nodded. "Then read this and don't ever speak to me again!"

"Look, I think you guys just got off on the wrong foot. Why don't you just start over?" Yang asked.

"Yeah, and we can paint our nails and talk about tall blonde and scraggly over there or Mr. Ice cold right here," Weiss drawled.

"Really?" Ruby asked. Weiss glared at her.

"That's a no," Azure said. "Leave it Ruby, Ms. Ice-Queen just thinks she's too good for you."

Azure recognised Professor Ozpin walk onto the stage and begin his speech and Azure began to feel pressure in his head again. This was almost like a mosquito bite, it was an itch you couldn't scratch. He looked for the source and saw Weiss fuming by herself. _Stupid Grimm Empathy._ He thought to himself as he ignored the pressure to hear Goodwitch's instructions for where they would sleep. He smirked. He didn't need to sleep. He just needed an hour of meditation to tighten his hold on this plane of existence. It wouldn't do for others to see him in his...other form.

* * *

Azure looked around the room and saw some rafters in the air. He tapped into his semblance and raced up the nearest wall. He perched on the rafter, and watched as people began to talk. And Jaune! He was wearing blue footie pajamas! Why? Why is he so naive? He laughed and shook his head. The white haired girl was on the other side of the hall and the pressure in his head had dulled somewhat. He closed his eyes. Lights flickered and began to take the forms of people. He saw bright lights of strong aura's and the weaker lights of weaker auras. He 'looked' at himself and still saw nothing in the darkness. It was so frustrating! He opened his eyes and sighed. He looked around the room and saw Ruby and Yang talking to the black haired girl from earlier. Having nothing better to do he began to listen to the conversation.

"I'm Blake," the black haired girl said. She began to read again. Azure stopped listening. It wasn't really worth it. However, there was definitely something happening at the other side of the hall. He began to feel the pressure in his head again, but this one was hot, almost searing. He grasped his head and tried to focus on it. He began to hear the argument and recognised the voice of the rude teen from the airship. He leaped from rafter to rafter, until he was above the area from this pain. He looked down. There were a three faunist kids, one boy with a pair of antlers, one girl with a cross between muttonchops and a full beard despite his young age, and one girl with a pair of bat wings sprouting from her shoulderblades. The one with the beard seemed to be in charge, and the larger teen seemed to be the instigator of this argument. Azure listened in.

"You freaks, you shouldn't even be here," the teen snarled.

"Shut up Cardin!" the bearded boy said venomously. "We have as much right to come to school as you!"

"You're nothing but freaks! All of you!" Cardin said back with equal venom. "You're all worthless degenerates. The only problem is that you breed like the animals you are so we can't get rid of you!"

Azure decided he had heard enough. Dropped down in between the two and turned to Cardin. "I was wondering what your name was," he turned and smirked. "You just can't seem to leave people alone. Three on one odds. Wow you must be confident!" Dust spiraled out of his pocket and formed a small dagger. "But, I know better. You act all confident, and want to climb up the ladder and get to the top, but you can't. You're only a small little dagger. And the only way daggers are used is by stabbing someone in the back. Well, I'm no dagger. I'm a sword. Better reach, and stronger too. I can go through the front. That's why you feel like belittling others isn't it?" He looked up into Cardin's eyes, and the dagger dissipated. "You want to beat a sword with a dagger? Forge it till it's hard enough to break the sword. You are nothing right now. Try to become something and then we can actually have a conflict."

Cardin backed away and glared at Azure and the other faunists. "You'll get what's coming to you freaks," he snarled as he turned away.

The faunists turned to Azure and looked at him. The leader stepped forward and offered his hand which Azure accepted. "Thanks. It's not often that we find others who'll help faunists," he stepped back and gestured to each in turn. "I'm Desmond, he's Nathan, and she's Amber."

Azure shook each of their hands. "Azure. Does Cardin do that often?"

"Yeah, he does that to everyone," Desmond clarified. "He's terrorises everyone he doesn't like. You probably just made the top of his crap list or at least close."

Azure smirked. "Then that just made my day. It's been too long since I've put some jerk in his place," he chuckled. "I'll see you guys at the test." He walked off and run up the wall back up to the rafter where he began to set up his area He tied a rope around the beams and around his waist. It wouldn't do for others to see him fall from such a height. As the others began to settle down for sleep, Azure noticed that Velvet was all by herself. She was joined by another student. Who had dark shades and was significantly smaller. The weird thing was the briefcase she had. Azure shrugged and sat down on the beam with his legs crossed. He placed his hands on his knees and closed his eyes. Though it would only take an hour, it would be able to help him rejuvenate and be ready for the next day.

* * *

Azure opened his eyes to see darkness. He was standing in a circle of white that was ringed in blue. A coil of light was wrapped around his waist, and and pairs of bright red eyes looked in. A pair of them raced forward and stopped as a blue light with red cracks rose up. The cracks got larger as the light illuminated the outline of a form of complete darkness. No features were visible except for it's eyes and it's four muscular legs. It shook itself and snarled. Azure sighed he placed his palm on the ground and lifted. A pillar of light raised up under his palm. He slammed his palm down and the circle of light grew. It flooded out and the shadowy figure disintegrated. Azure took down the blue barrier and walked to the edge of the circle. He began to walk around the edge and with each step a symbol formed that looked like an two A's one overlapping the other so that the middle lines were, one. Once he got all the way around, he drew the infinity symbol with his finger which was to tie the circle shut. As he finished with the symbol, the edge of the circle glowed blue and a shield of blue light went up, devoid of all cracks. He took a few steps in and started again, creating a new shield. This would take a while.

He finished three shields, five shields, ten shields, twenty five shields in total. He wiped his brow and stepped back into the middle he sat down cross legged again and closed his eyes. Already, the creature was back and was beating against his shields. The shields would hold for a week at least. Azure felt like he should build more shields this time, because who knows when the next chance would be for him to build the mental shields.

* * *

Azure opened his eyes and looked at his scroll, only an hour had passed, which he had expected, but now he had nothing to do. He looked at the update he had installed on Contortion Gale. It had finished during his meditation. He considered the response time for his weapon. He looked into his different programs. Each had a long range and short range form, but he only had two forms, there were many other applications, and Azure smiled as he began to work again.

He had the unbound form, which required much more concentration to get it to do what he wanted, but was infinitely versatile. He had his aerial form, which would give him a height advantage as well as speed, but was also very light on armor. He had his assault form, which focused on ground attacks and speed. He had his guard form which would be much more focused on shielding himself and others. The one with trouble was his subsections on his different settings. He began to rework the programming and as he got more frustrated, he decided to tap into his semblance to speed things up. He was the only one who had this problem. He stole others semblances, and it made it rather confusing. He had met a woman sometime back who had a semblance that allowed her to manipulate technology and even move the metal itself. The weirdest part was that she could give the creations their own ability to move themselves, though they would fall apart after so long. He began to work, more talking directly to the program to get what he wanted, rather than write it himself. It was rather helpful, but it would be problematic if anyone found about his ability to absorb other's abilities into himself. There would be too many questions. He laid down on the beam and waited for the program to finish uploading to Contortion Gale.


	3. Chapter 3

**A.N. Hi! I'm oh so happy that people read my fanfictions, but if you guys have read my other fanfictions as well, then you should notice that I get writer's block and will jump from story to story for periods of time. However, winter break is coming up, so I should have a lot more time to write. Heh. Ironic isn't it that I don't have much time, but I'm To-Much-Time-On-My-Hands? Anyway. PLEEEEEEASE REVIEW! I don't know where you guys want this story to go, so I'm still riding the fence. So on with the story!**

Azure dropped to the ground before the others woke up and leaned against the wall. He checked the scroll's progress on the program upload and was pleased to see that it had finished. He noticed a orange haired girl waking up and was surprised that anyone else woke up so early. Then her eyes shot open and instantly, she was up around the room packing at an insane speed. The weird thing was that her semblance wasn't speed. Azure watched in amazement as she finished and then fished out a pack of candy. She began to eat it and within no time, she had finished.

 _Maybe she's on a sugar high? That has carried over from the night before? Even though she was asleep? Forget it. You'll never understand these people, so stop trying._ He pulled the boxes that held the Contortion Gale from his pockets and placed them in two shoulder pockets that he had sewn in the night before during some down time. Once they were secured. He noticed the much easier access. As the other students began waking up, he noticed the orange haired girl was now staring at a boy while he slept. _Okay, that's creepy. Does she have a crush on him? Or a grudge? Hopefully she doesn't do that to everyone. Otherwise she's gonna get herself punched._ He saw Desmond packing up and walked over to figure out what was going on.

"So what's happening next?" Azure asked. "They said something about an initiation?"

"Yeah," Desmond acknowledged. "The professor drops everyone in the middle of the forest and we have to go to an ancient ruin and collect an 'artifact'."

"And he does what? Sell them?" Azure asked suspiciously.

"Nah," Desmond said. "He placed them there the day before. They're how he picks the teams."

Nathan and Amber joined them later and Azure paid more attention to their appearance. Desmond had brownish black hair and was smaller yet muscular. He had bright green eyes, and a scar running down his nose. Nathan was smaller still, and not quite as muscular. He seemed very anxious and was always shifting his weight as if anticipating an attack. He had blonde hair and his eyes were a bright yellow-orange. He had several scars down his arms and one from his left ear to his chin. Amber had bright red eyes and her hair was jet black. She had no scars, but she kept squinting at things till she pulled out a pair of glasses which she put on. She was taller than Nathan, but shorter than Desmond, but not by much. The three quickly finished packing and the three went to breakfast. There were pancakes and syrup and Azure found that he had a major sweet tooth. He had huge globs of syrup on his plate afterwards, and had eaten more syrup than pancake. He quickly washed up and prepared for the initiation.

As he walked into the locker room, he noticed the orange haired girl talking to a teen that was as tall as he was. His hair was jet black with a streak of pink and pulled back into a ponytail. They were talking about a sloth or some crap. He noticed Ruby lovingly stroking her scythe and noticed Yang's nervousness. Jaune was looking for his gear and Weiss was talking to a redhead who seemed familiar.

"So, Pyrrha," Weiss started. "Have you given any thought on who's team you would like to be on?" She said, trying to sound aloof. "I'm sure everyone must be eager to unite with such a strong, well known individual, such as yourself."

"Hmm," Pyrrha said. "I'm not quite sure. I was planning on letting the chips fall where they may."

"Don't go trying to stack your team Weiss," Azure monotoned.

"What's that supposed to mean?" Weiss asked angrily.

"I just know that you always have an ulterior motive," Azure explained. Jaune walked over to begin hitting on Weiss, Azure snagged him by the collar and pulled him back. "It's not worth it man. You'll just be frozen by Ice Queen. Again. See you Ice Queen and Pyrrha, nice to meet you. Count yourself lucky if you're not on Weiss' team. She's a bit of a jerk and control freak."

"Do you two even know who this girl is?" Weiss asked. She began to list off Pyrrha's achievements, to which the two boys didn't understand. Jaune because he didn't pay attention, and Azure because of his upbringing. Finally she mentioned a cereal and Jaune recognized her though Azure still didn't know who she was.

"I'll look her up," Azure said as he began to walk away. "So see you guys afterwards. If you're still alive that is. I really hope that none of my friends get killed. Weiss I would concern yourself with people to watch your back because someday, you are going to piss off the wrong person and you will be stabbed in the back."

"And that person will be you?" Weiss asked sarcastically.

"No," Azure shook his head. "Not my style. If I was going to kill you, I'd do it from the front."

* * *

"Seriously," Jaune said. "My parents gave me tons of advice! Why doesn't any of it work?"

"You just need to learn to pick your battles," Azure recommended. "You won't win with force. That Pyrrha girl seemed nice though. Maybe try with her?"

"What?!" Jaune asked. "Are you crazy? She's way out of my league!"

"And Weiss isn't?" Azure deadpanned. Jaune dropped his head in shame. "I'm not asking you to stop trying for her, just play it smarter. Weiss detests you right now so don't give her more reasons to hate you."

"Are you actually going to kill her?" Jaune asked worriedly.

"No," Azure answered. "But someone else might, and that's what worries me. I'll bet blamed because of what I said. It was more of a warning for her to watch her mouth and be more considerate, but there was the underlying threat that I wouldn't stand for her picking on my friends."

The two walked over to the initiation place and met the others. Ozpin began his speech and Glynda explained that they would be given teammates. "It would be in your best interest to get a teammate that you can work well with." Ruby began to whimper. "That being said, the first person you make eye contact with after landing will be your partner for the next four years." Ozpin finished relaying instructions and explained that there would be opposition and the possibility of death. "You will be monitored and graded but we will not intervene," he explained. They would need to find relics, and bring them back with their partner.

"So um, what is this landing strategy?" Jaune asked.

"You fall, so stop yourself from going splat," Azure sarcastically answered as Weiss was launched. Jaune gulped as more and more people were launched from the pads. Azure smirked. This was going to be fun.

* * *

Azure was launched into the air and he smirked. "Aerial form! Claymore! Run program!" Dust streamed out from the boxes on his shoulder into a light armor and dark wings, like a bird of prey formed from the shoulder blades, a claymore in its sheath formed on his belt and Azure began to descend, using the wings to guide him down to a clearing. He pulled up and collapsed the wings. "Guard form. Run program," Azure commanded. The wings dissipated and put a little more focus on the armor, making it light, but covering all vital points. He drew the claymore and looked around the sheath shifted to come over his shoulder and he sheathed his weapon. He listened and heard many others land as well as a screaming Jaune get his shirt impaled on a spear. Azure shook his head. He heard the snapping of twigs and turned to see Amber with her wings folded up and a black and brown rifle in her hands. She smiled and ran over.

"Guess we're partners. Right?" She said with a smile. Azure nodded and turned to look for a direction. He heard some crunching of leaves and turned to see Desmond and Nathan walk through. Desmond had a deep red and black glaive and Nathan had a pair of sawed off shotguns in his hands and several more slung over his shoulder.

"Sup guys?" Desmond asked. "So we're all together?"

"What's with all the extra shotguns?" Azure asked.

Nathan smirked and dropped a shotgun only to pull out another. The shotgun on the ground flew back to it's twin's place. "Magnets collect the used shotguns and will reload them for me. A little bit of my own invention." He definitely seemed more at home on the battlefield than with the others at the school. All nervousness was gone, and he seemed more focused.

"Well? What are we waiting for?" Desmond asked rhetorically? The group began to walk and quickly found an open path. No grimm were in sight and Azure wondered where everyone else was. They began to go at a quick jog with Desmond in the lead and Amber flying. A beowolf leaped out of the bushes and Nathan calmly shot it with his shotgun, and killing it. He switched out the shotgun with another and Azure noticed the gun being reloaded once it was on his back.

"Wait!" Amber whispered suddenly. "There are three more down the path. Their waiting for an ambush," She gestured towards a dense clump of bushes. Leveled her rifle at her targets and quickly let out three shots that hit their intended targets judging by the howls of pain that followed.

The group started forward again and heard a screech. The looked up to see a gigantic nevermore flying high above them. Desmond crouched and light began to twist, making him look almost completely invisible. Amber dropped to the ground and the earth swallowed her only her face was visible and the barrel of the rifle was able to be seen. Nathan however froze. Azure turned towards him and his eyes kept sliding off him. He couldn't focus on him and Azure quickly stopped trying. He pushed his semblance and suddenly he was replaced with four identical versions of himself that began to run in different directions. He focused hard and began to sweat from the focus. Some people's semblances were harder to use effectively, and this was one of them. The use of his semblance would be problematic if others began to question it, but that could be dealt with. The nevermore was confused and passed them by. Azure finally lost focus and shifted back into view. Desmond stood up and Amber quickly unearthed herself. Nathan walked over and looked at Azure with suspicion.

"How'd you do that?" He asked.

"I'll tell you once we live through this," Azure responded. "It's not a topic I like to discuss and definitely not right now."

The four began to run down the path but with more care. "How lucky that we all have semblances that allow us to hide," Desmond remarked.

"Yeah," Nathan half agreed. "Lucky."

Azure didn't like where this was going and was almost grateful when they got to the ancient ruins. They were the first ones and laughed at their good fortune.

"Which ones do we take?" Asked Desmond.

"How about the two white bishops?" Amber suggested. "They remind me of the towers at Beacon." The others agreed and grabbed the two white bishops for the two pairs. Suddenly a large black feather impaled Nathan through the back and as Desmond turned he was impaled through the front with another. Black feathers rained down and Azure threw himself in front of Amber and he felt a sharp pain in his abdomen. He looked to see Amber on the ground with a feather having separated her left leg from her body. She was unconscious and blood seeped from her head. Azure felt rage and felt something call back. His vision began to darken and he cursed. He would not end like this.

* * *

Ozpin watched the screen with disappointment. Glynda's calm shell had broken and she held her hand to her mouth and let out a choked sob. While death was a possibility in this test, no one would have expected to be shot in the back.

"We cannot interfere," Ozpin cautioned. "The boy Azure shielded the faunist Amber. Plus Yang and Blake are nearing the Ruins. We cannot interfere at this time. We must wait and see."

* * *

Yang and Blake climbed the hill and saw the carnage. Yang leaped off the hill and ran towards the ruins. Blake began to heave and lost her breakfast. She followed but at a much slower pace. Yang quickly ran to each one. One had been impaled through the front and was still standing on unfeeling legs. Another was impaled through the back and to the ground. Blood dribbled out of both their mouths. Yang ran to the last body. She let out a sob. It was Azure. His eyes were closed and blood dripped from his mouth. She heard a groan and looked down. There was a girl directly below. Her left leg was completely gone below the mid-thigh and she had lost a lot of blood. She had a nasty head wound and Yang quickly took off her jacket to make a tourniquet for the leg and Moved her to the light. The girl's eyes twitched and Yang let out a breath. She was alive, but barely. Blake finally came down and saw the missing leg. She began to heave again and this time was able to get back under control.

"W-what happened?" Blake asked.

"I don't know," Yang replied. "I'm hoping that she'll be able to help us to understand that.

A crack was heard. Azure was moving. Slightly. His eyes were clenched and he coughed up blood. He twisted in pain and Yang started. Suddenly his eyes opened, but the deep blue eyes had changed. Now they were on dark blue with the sclera being straight black. Yang and Blake dragged the girl away in fear and they looked on in fear.

* * *

Azure could feel the pain. He had blacked out. Everyone could be dead. Amber was alive, but she could be dead now. He twisted and was wracked with pain. He was pinned. He opened his mouth to whisper. "Unbound form. Run program."

The boxes opened. Dust flooded out. Tendrils spun out and stabbed into the ground. One more tendril constricted around the top of the feather. It tightened, and the feather shaft began to crack. Cracks began to form as pressure was applied. Finally, it snapped with a loud crash. The tendrils in the ground began to lift Azure off the broken feather. Azure groaned at the pain as he removed himself from the feather. He finally came off the feather and collapsed. He groaned and tapped into his semblance. He moaned in agony as he felt the pieces of his shattered spine reform, and the spinal cord grow inside. The intestines replaced themselves and healed. He heard cracking as the spine snapped into place, and he screamed. The flesh reformed and skin covered the exposed flesh. The skin was black and bone plates had formed on the edges. The black turned back to his normal skin color, and the bone plates shrunk back into his skin and disappeared. He sighed as the pain subsided. He stood up and stretched. He heard the cracking and popping of joints and smiled. He looked at his ruined clothes and simply took them off. The were useless and so he discarded them showing off his lean but muscular physique. The dark tendrils pulled themselves back into the boxes and Azure placed them in his pockets. He opened his hand to see the white bishop and gave a sad smile. He looked to Desmond and saw the other White bishop clenched in his fist.

Suddenly a cold pain erupted in the back his skull. He grasped his head and turned towards the source. Yang and Blake were staring at him with fear on their faces. Amber was behind them with a tourniquet on her leg. The pain intensified and he saw the girls' fear on their faces grow.

Azure sighed and stood up."You saw all that didn't you?"


	4. Chapter 4

**A.N. I know you hate me for the way I ended it last chapter, so I immediately started the next chapter so that you can find out what happened to Azure. I also kind of just let it go how it did. I don't really know how it's going to turn out. Please read and REVIEW! Thank you. Now on with the show!**

"I will explain this later, so don't push it," Azure said. "I'm not going to do anything to you guys.

"You looked just like a grimm," Yang half whispered. Azure began to walk towards her.

"Look at me," he whispered. "I don't have fur or feathers or scales, and I most certainly have a soul. I have aura! I have a semblance! Besides, if I was a Grimm, don't you think I would have attacked already?"

"I don't trust you," Blake snarled as she drew Gambol Shroud. "Something is off about you and I know that you aren't human or faunist."

"I'm not asking you to trust me. I'm asking you to let me explain myself after the test. Now, I'm going to take Amber back to the teachers and get her to a hospital. If you'll stand aside?" Azure asked. Yang looked at Blake and stepped to the side. Azure walked over and gently picked Amber up, bridal style and turned to his fallen friends. "I'll come back for their bodies. Aerial form."

Contortion Gale spiraled out of his pockets and attached to his shoulder blades. Wings once again formed and Azure began to beat his wings, and he flew. He rose in the air and began to fly towards the cliff where they had began. He heard the nevermore screech and flew faster. He would not be caught off guard again. "Aerial form. Boost speed," he said as he looked for the nevermore. More particles streamed out and formed a small pack that had an opening in the bottom. Then flames spewed out as it activated the dust inside to make a better propulsion.

He flew faster towards the cliff and landed gently, next to Glynda Goodwitch. She looked at Amber with alarm and immediately called emergency medical assistance. Azure carefully placed her on the ground. He walked over to Ozpin and with barely contained anger, handed the white bishop piece to the teacher. Ozpin looked at with regret and sadness.

"I'm sorry about your friends," he apologised. He stepped back and Azure turned back to the sounds of battle. He saw two gigantic nevermore. Both were circling Ruby and her friends. Azure's vision began to darken slightly and his eyes began to become the darkened ones that he had before. He backed up a few steps and focused.

"Unbound form. Run program," he whispered. Contortion gale began to spiral around him it began to attach and formed tendrils on his back. It covered his face with a mask that had two eyeholes that were glowing red. Armor formed around his body and on his arms and legs, gauntlets and grieves formed. They looked like the paws of grimm and moved in perfect sync with his thoughts. The extra particles of his weapon formed into sharp spikes. Azure let out a roar and used his semblance. He ran towards the edge of the cliff and jumped.

* * *

Azure was flying without wings. With a primal roar, he shot towards the larger of the nevermores. He curled into a ball and slammed into the grimm's back. The nevermore shrieked as it was hit and driven away. Azure began to slam his fists into the monster's back and each hit made a dent. He roared and the spikes on his armor fell off. They began to dissolve into short blades that struck with a mind of it's own. They sliced into the monster's back neck and wings. Azure grasped the head plate and pulled to the sides. The monster screeched in pain and Azure roared in response. He strained as hard as he could and finally with a resounding crack, the head plate broke revealing the unprotected head. Azure stabbed his hands into the eyes of the monster and plucked them out. The monster screeched and reared back. Azure fell back and caught hold of the wing. Contortion gale was still howling around him, forming tendrils that stabbed the monster repeatedly. Azure grabbed the base of the wing with one hand and placed the other on the back of the monster. He growled and then pulled, ripping off the wing completely and the nevermore began to fall. A shard of bone still poked out of the wing and Azure gave a sadistic smile. He raised the wing and plunged it into the back of the monster. The nevermore shrieked and Azure twisted the wing before driving it further inside. The monster gave one last shriek and died as it still plummeted. Azure leaped off and the black wings of a nevermore sprouted from his back. He flew back to his fallen comrades corpses and removed the feathers from their bodies. He lifted the two underneath their arms. With one under each arm, he began to fly back. He landed and was glad to see that no one else had died. He laid down his friends and turned to Ozpin. He pried open Desmond's clenched fist to reveal the bloodstained white Bishop.

"I hope that this 'test' was worth the lives of three possible students," he whispered. "I however cannot believe that you would test here with such old and powerful grimm. So either you didn't know, didn't care, or didn't prepare for it. Either way, you are at fault for the deaths of these students."

* * *

Azure sat stood by himself. Everyone had heard of or seen firsthand the deaths and retribution that happened afterwards. Everyone was scared of him and the ones who weren't were with their own friends, not wanting to take the chance that their friends were right.

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark," Ozpin said without any emotion. He was calm and calculating. Azure didn't like how he had seen three people die and yet had shown no remorse. "The four of you retrieved the black bishop pieces. From this day forward, you will work together as team CRDL (Cardinal) and will be led by Cardin Winchester."

Azure growled softly as he saw the way that everyone was clapping like nothing had happened. "Jaune Arc, Lie Ren, Pyrrha Nikos, Nora Valkyrie," Ozpin continued. "The four of you retrieved the white rook pieces. From this day forward you will work together as team JNPR (Juniper) lead by Jaune Arc."

Azure smirked at Jaune's confusion. Jaune wasn't much of a fighter, but he was definitely able to do something. Otherwise, Ozpin would have to be off his rocker.

"Ruby Rose. Weiss Schnee. Blake Belladonna. Yang Xiao Long," Ozpin continued still without having acknowledged the deaths of his possible students. "You four retrieved the white knight pieces. You will work together from this day forward as team RWBY (Ruby) and will be lead by Ruby Rose."

Azure snickered at the surprise. Yeah she was young, but she was very good at fighting. She would be a good leader for them.

Ozpin suddenly looked a bit more nervous. "Azure Grimmborn," he said with a slight tremor in his voice. Others around in the audience began to mutter nervously and Azure began to feel the cold pressure around hi head like a vice. He walked up to the stage and watched Ozpin carefully. "Amber Nightwing. Nathan Prongs. Desmond Logan. This team had successfully brought back the white bishop pieces. Unfortunately, both Nathan and Desmond were killed by a nevermore. Amber was critically wounded by the same nevermore and rushed to the hospital. She, though alive, has lost her left leg and is unable to attend the school until further notice. Therefore, Azure will be working by himself and has no team at this time. He will be a lone hunter but still will attend classes with the other teams." Ozpin finished, trying to keep from showing his worry about the effect Azure would have. "You may go."

* * *

Azure walked into his new room and scowled at the four beds. Just another reminder about how he wasn't able to help his friends. He sat down on the one closest to the window. He flopped back and looked at the ceiling. How had everything gotten so screwed up? Anywhere else, he would have put up a shadow gate so that he could get back to the forest, but then some of the grimm could get into the school. Why was everything so complicated?

Azure heard a knock on the door and je warily walked over to it. He opened the door just a crack and saw the whole team Rwby outside. He sighed and opened the door. The whole team walked in and he shut the door. He turned to see the expectant faces of Blake and Yang, and the curious faces of Ruby and Weiss.

"Have a seat. You'll want it," Azure recommended. "Where should I start. The beginning I guess."

* * *

"As you know, creatures of Grimm don't have souls. But they can gain one." Azure said. The girls all looked at him with confusion. "You can't really think of Grimm as separate creatures. They spawn from one consciousness. They however, do begin to have their own choice once they spawn. They have a tiny sliver of that large entity's soul. The rest is empty and they mix together to form what I call a Void. It's like a soul but it's almost completely empty. Just a string of consciousness remains. But once they get older, they begin to evolve, to learn, and even develop emotions. I lived with that group. They were sentient. They had the beginnings of a soul. They could even have families. There was a Nevermore who had lived for hundreds of years. Maybe thousands. He had learned to speak, though it was hard for him, and had taken a name for himself. He had a family, and the kids were only about fifty years old. They were sentient too." Azure turned away. " I am not a Grimm, but I do have part of one. My semblance takes the aura of others. I can steal semblances or aura to heal myself. When I was a kid. I learned to fight. I went out and took on a pack of beowolves. I won, but I was also injured. I wasn't too good with my semblance, and I felt I had to take the risk. I didn't want to kill anything so I evenly dispersed the absorbance. There was another Grimm, almost dead lying on the ground within the area. I accidentally absorbed it's Void and that part of the Grimm became part of me. I didn't realize it at the time, and nothing really happened for about ten years. I was killed that day." Azure held up his hands to quiet the outbursts. "Now, I don't remember much of my previous lives, but I always remember how I've died, how many times I've died, and everyone I've taken a semblance from. Now to get back to my story. The first time I died was being torn apart literally, by a pack of Grimm. I died, and I woke up in a black liquid. When I'm reborn, I'm in a black liquid. Once I get out I'm covered in black that seeps into my skin. I don't know why, but I'm always with sentient grimm. It's weird. My semblance merged with the Void and so now, every semblance I steal transfers over between each life. One of them is foresight. I can see about five seconds into the future. It's rather helpful," Azure said with a sad smile.

"Then why didn't you save your friends?" Yang asked. "You could see the future! You should have saved them!"

Azure glare at her. "Do you think I didn't want to? I saw the possibilities. No matter what I did I would not be able to save them all. Nathan and Desmond were going to die no matter what. I couldn't save them. I was able to save Amber, but it cost her her leg."

Ruby looked at Yang angrily. "So how you took my semblance?" She asked.

Azure gave a sheepish smile. "Yeah, it's like making a copy. I just can use it when necessary. But when I don't use a semblance for a while, it fades. I can't use it anymore. So basically if I want to keep using a certain semblance, I have to use it repeatedly. How do you think I was able to keep up with you Ruby?" Ruby shrugged.

"So what was the oldest life you had?" Blake asked.

"I got to one hundred and fifty one. It definitely helps to have faster healing. Especially once you get old," Azure answered.

"How'd you die? Old age?" Weiss asked.

"No, I got crushed by a bus," Azure laughed. "I had just gotten out of my car when a bus swerved to avoid hitting an animal. Instead they hit me and I got completely squished between the bus and the car. I was dead within seconds of the accident."

"But I thought you had foresight?" Yang asked.

"Not then, I just got foresight in my life just previous of this," Azure replied. "I died that time of old age. And being sick."

Ruby smiled. "So how many times have you lived?"

Azure grimaced. "In total, this is my seventh life," he said remorsefully. "Death isn't fun," he said sarcastically. He sat while the others absorbed the info.

"So, what about your family?" Ruby asked. "Do you remember them?"

Azure shrugged. "Not really," he rubbed the back of his head. "I only remember stuff from this life. Sometimes, I'll get flashbacks, but I never know what life it's from."

"So could we meet your family?" Ruby asked hopefully.

"You'd have to get through all the other grimm first, and then find the group that raised me. They do migrate, so it would be nearly impossible," Azure explained. Ruby pouted and folded her arms angrily.

"How do you tell if the grimm is sentient or not?" Blake asked.

"Not all sentient grimm don't attack humans. They have their own personalities, like any animal. The most dangerous ones are the ones that are sentient and still attack people," Azure explained. "However, sentient grimm all have one thing in common. They'll be in a pack. Many other grimm don't do that. They'll meet up and disperse. Sentient grimm always travel with the same group."

"Okay, so what was the nevermore that you killed sentient?" Yang asked.

"No, he wasn't sentient yet," Azure said. "He was still mindless, but he was slightly more intelligent than his brother."

"Now to explain why I came here. I was in the city crafting Contortion Gale and needed some dust. I was at the same store as Ruby and when the store got robbed, I was shot. It didn't kill me, but it did hurt, so I incapacitated the henchman and decided to help Ruby out. Ozpin found out about me and offered to let me come to his school. I had to accept and here I am," Azure finished. "Wait shouldn't you guys be in your room? A curfew or something?"

Team Ruby blanched and all dashed out with hurried goodbyes as they raced to their room and shut the door. Azure snickered and closed the door. He sat on the bed and decided to sleep for once. After all, what else was there for him to do?


	5. Chapter 5

**A.N. Hey all you hopeless losers who have no friends. Back for another chapter? Well, good, because I finally finished it. So read and review and please share this story with your acquaintances. Sorry, I know you guys have friends. At least hopefully you do. Well, read and review.**

Azure ran through the darkness after a pale figure, trying to close the ever growing gap. He tapped into his semblance and used Ruby's speed to catch up. When he got closer the figure, they turned and swung a fist. Quickly, he dodged, and without thinking launched a left hook into the side of the figure's head. The figure collapsed and he took a closer look. He turned the figure over and it was Ruby. He gasped and leaped back. Ruby was laying there with her head tilted at an unnatural angle. He tripped and saw Weiss, with a huge gash across her midsection. As he stood, he noticed others. Blake, Yang, and Nora. All dead. Jaune, Ren, Pyrrha, and even the teachers. Others were around, people that though he couldn't place it, he had a vague recognition. He turned full circle to find Ruby standing, her eyes dead and head still tilted.

"You're a monster Azure," She monotoned. "Nothing more than a Grimm."

"No!" Azure argued. "I'm not! I still have my soul! I can't have done this!" He looked down at his hands and saw they were black and covered in bony plates. "What?" He asked himself as he turned and saw a mirror, but the reflection wasn't his. A dark figure with clawed hands and bony plates stood before him. Spikes protruded from his shoulders and back, and his chest was heavily armored. Ears were pointed and his mouth had many sharp teeth. His eyes were a deep red and it terrified Azure. The reflection smiled and opened it's mouth.

"We're one and the same you know," it said with a soft and calming voice. "Just accept it. Killing and fighting will be all that you're good at." It cackled and Azure turned away. "Isn't it better to just accept what you are?" The Grimm asked. "Even as a 'Sentient Grimm' as you called them, you are still just a Grimm. A Grimm without a soul, but with a Void shard. You aren't a person, you're a Grimm. Accept it." It gave a cruel smile as Azure backed away. His foot stuck and he looked down to see it sinking into a pool of darkness. He struggled but only sank deeper. His other foot began to sink as well and Azure struggled even more fiercely as the darkness came up past his knees. He frantically reached for anything to help pull him out. Black paws, talons, and tendrils reached up and began to pull him down faster. As the darkness began to cover his shoulders, he reached up again and saw a figure in a white cloak walking towards him. He tried to call out but the darkness flooded into his opened mouth. As the darkness covered his eyes he saw the figure reach out for him. He felt a hand grasp his and pull up. The darkness drained away and he saw the face of his hero. He saw himself.

"Wake up," his doppelganger said, before letting Azure go. Azure fell and the darkness covered himself again. He struggled and suddenly light filled his vision.

* * *

Azure lurched to a sitting position, still in his clothes and drenched in sweat. He frantically tried to calm his breathing as he took in his surroundings. The room was filled with the low light of the stars and Azure turned to his scroll for light. He stood up and walked to the window. On the horizon, he saw the beginning of dawn and took a deep breath. Carefully, he opened the window and sat on the windowsill with his back against the side. He turned towards the sun and watched as the sun slowly began to rise.

With the new light, Azure took a look around his room. He had a few extra beds and he still had yet to unpack. He looked at his scroll and saw that it was barely five thirty. He turned back to the sunrise and allowed himself a small smile. He stepped down and pulled out his school uniform. He looked at it in surprise. It was very nice, and Azure definitely didn't want to ruin it. He grabbed the uniform as well as a white undershirt and left to take a shower before class started. As he let the water run over him, he thought about what had happened in the dream. He hadn't had a nightmare like that in a long time. When he had nightmares like that, it was generally foreboding. His mental shields should hold for a week. They shouldn't be already broken, but the nightmare was a bad sign.

He quickly pulled on his change of clothes, including a white undershirt, so that he could remove the nice uniform if he needed so it wouldn't be damaged. He looked at the nice dress shoes. They just wouldn't do. If he needed to run, or do anything slightly athletic, those would be a huge hinderance. He pulled on the rest of his clothes and tried to comb his messy auburn hair, but quickly gave up once he deemed it halfway manageable. He looked at the dress shoes and then at his mostly black shoes. He shrugged and pulled on his shoes. He picked up the shoes and simply tossed them under his bed. He carefully pulled out Contortion Gale and placed the entry ports in his pockets. He quickly checked his backpack to make sure he had all his supplies and satisfied with it, turned back to his scroll. He still had hours before his first class. He pulled out his scroll and opened a game that Jaune had shown him. Some mindless entertainment was just what he needed right now.

* * *

Azure looked at the time and heard a muffled whistle. He looked at his clock and saw the time. He stood up and stretched and heard another muffled whistle. He felt a slight burning in his head and gave a grimace. Someone else must be annoyed by that whistle. He felt the heat subside and sighed. He would need to build up more of a tolerance for this or he wouldn't survive the week. Classes would start soon and he still needed to find out what classrooms he needed to go to.

He picked up his backpack and quickly pulled up the map of the school. He recalled his first class was with professor Port. As he walked through the halls he carefully memorized where each class was. Before long he had walked into the classroom and Professor Port was carefully placing materials on his desk as he prepared for his lesson.

"Ah! Azure, my boy! How great to see you, though class doesn't start for another half an hour," he said with gusto. "What brings you here so early?"

"Just getting to know the school," Replied Azure as he looked around at the different diagrams of Grimm. There were the most well known six, but none of the Mythics, or Rares. Those were rarely seen, but it never hurt to be cautious. "I see some of the more common Grimm, but why don't you have some of the others, like the Griffon or the Creep. Those are known to be more dangerous and are harder to remove."

"Well, you do seem to know your Grimm. Well, besides the fact that they are more rare and less in population, we are just learning the basics today. But I know that there are different ways of classifying Grimm and I know of them as a level two Grimm. I believe that it will be a while before you have to face one, if ever," the stout teacher said with a smile. "I would however be interested in the way that you came to learn about those Grimm and how you would classify them."

Azure turned to his bag and pulled out a jet black notebook. It had a large amount of notes and many of the pages had notecards with them that had even more notes. "These are all the notes I've taken. I've found witness reports, biology reports, even some that have studied live Grimm. I've taken all these and compiled them, keeping what they agree on in the main body and the differing opinions separate from them. I've divided them into three categories. Common, Rare, and Mythic. The Common, are the most seen, and commonly fought. The Rare, are the more speculated and the ones which are stronger and have less info on them. The Mythic are the ones that are considered mostly fake, and are thought to be the strongest, which is why almost nothing is known about them." He turned the notebook towards his teacher and he saw astonishment cross his teacher's face.

"My boy," he sputtered. "These are very well done. You obviously did your research on these. I am easily more than twice your age, but I have never seen such in depth notes as these." He turned a few pages and looked at a few notecards. He replaced the notes and handed the notebook back to Azure. "Well done young sir. I believe that you will have no problems with passing this class."

"That's good," Azure said with a small smile. "I was worried that I would be underprepared."

The Professor gave a deep laugh. "My boy, if anything, you are over prepared. If I find that any students need tutoring, I will send them your way. Well, students are beginning to get here, so I would suggest you find a seat."

* * *

Azure watched the lecture with a little attention. After team RWBY had come to class at the last second, the lesson had begun with their team in the front row as they were the last seats available. After having begun the lesson with a story starring himself and having begun hitting on some of the female huntresses, many students lost interest. Azure saw Ruby scribbling hurriedly and smirked at the crude doodle of their teacher. He felt a slight burning in his eyes and rubbed at them. Ruby's antics didn't stop and the burning sensation became more pinpointed and was directly aligned with Weiss. Azure lifted his hand to his head as he tried to shut out the anger and frustration. If he didn't tone down the anger, he might end up being a beacon for every Grimm within a mile.

"And which of you believe to have all these qualities?" The stout professor asked.

Weiss' hand shot up. "I do sir." She stepped down and the professor stepped aside to reveal a cage. The rest of team RWBY cheered Weiss on, but then Weiss began to reprimand them. Azure just felt like his head was in a vice and darkness began to creep around the edges of his vision. He hunched over and saw his hand. The skin was darkening and Azure quickly placed it under his other arm. The professor chopped off the lock and a Boarbatusk reared back. It charged at Weiss and she dove, slicing at the Grimm as it passed by. Her attack was ineffective as the Grimm's heavy armor protected it from the attack. The Boarbatusk shook its head and then turned towards Azure. Azure felt the pain begin to lessen but not fast enough. The Boarbatusk pawed the ground and charged. Students leaped out of it's way as the Grimm leaped into the air at Azure. Azure felt his semblance kick in and he prepared for the perfect dispatch of the Grimm. He took a few steps and leaped to meet the Grimm head on. He grabbed each tusk in his hands and flipped forward. The Grimm's surprised squeals pierced the air as Azure slammed the Grimm onto the ground. He braced his foot on the monster's head and pulled on the tusks. With a crack they gave way, and Azure wasted no time. He promptly flipped them around and plunged them into the Grimm's skull. He stepped back, breathing heavily as the Grimm corpse began to dissipate into a shadow and evaporate. He looked at his hand and saw that it was it's normal color. Weiss was not as angry as before, but she was still annoyed with Ruby. Ruby, completely oblivious leaned over to Weiss.

"Next time, aim for the belly. There's no armor there," She said. Weiss scoffed. "What?"

"Well done!" The professor said without missing a beat. "Even with the unexpected attack, you still were able to take down the Grimm without a weapon. Bravo!"

Azure mentally cursed that he forgot his weapon. His headache was gone, but the change in pallor and his loss of sight was disturbing. He walked back to his seat and sat down.

"Well! That's all the time we have for today. Please do the assigned readings. And stay vigilant!" The professor called.

* * *

Azure walked through the halls aimlessly. He wasn't feeling guilty, he had killed Grimm before, just not so brutally. The Grimm was older. It was close to sentient, but still was more violent. If he hadn't killed it, it would have been killed by someone else and someone might have been hurt in the process. It was better this way. Grimm would just be absorbed back into the entity, while people would die. He stumbled into Ozpin when he turned the corner.

"Sorry. My bad," Azure said, still not fully paying attention. He continued walking then stopped. "Sir, why did you offer me admission into beacon? You had almost no information on me."

"Call it the spur of the moment," Ozpin said calmly. "Although we had no information on you, that doesn't mean that you can't be part of something. It might mean that you were born in a collapsed colony. Records do get lost that way, and so few people come back unscathed that they usually just get lost in a sea of paperwork." He turned to look out a nearby window. "I would say that you could be a great enemy or a tremendous ally. Even now, you could give some of the professors a run for their money." He glanced at Azure. "This doesn't mean that I am trying to bribe you or anything, I just think that it's best to let you have friends and leave the rest up to fate," he took a sip of his coffee and began to walk away. Azure smiled to himself. The man might have an ulterior motive, but it would be hard to find someone without one. He looked at his scroll and saw the time. He walked towards the dorms, intent on learning about the new forceful onslaught of his mental shields.

* * *

Azure opened his eyes to see that darkness was pounding on his barriers from all sides. It was on it's last barrier. What should have lasted a week, had only lasted little more than a day. Azure focused and pushed out the circle, shrieks pierced the air as the darkness was pushed away. He quickly set about building another barrier. This one was thick and had interlocking layers. It should be much harder to break, but was much more time consuming. Many layers of the barrier were connected to build up strength. He finished a third barrier and couldn't gather the energy to build another. He closed his eyes and allowed himself to return to his room. He checked the time and froze. It had taken three hours to finish building his mental barriers. He quickly checked his body for any bone plates or darkness. He saw something circling his bicep and quickly pulled off his shirt. There, stretching around his body from right shoulder to left hip, was a black shifting band. 2D tendrils writhed on his skin and he tried to grab them. Unfortunately, he only ended up pinching himself and immediately regretted it.

"Note to self," he winced. "Keep shirt on if at all possible." He quickly pulled on a new undershirt and laid down. He checked the time again, and saw how late it was. He had little else to do and laid down to sleep. Hopefully, this time he wouldn't have nightmares.


End file.
